Whidbey%20Health%20Agreements%2011%202024.pdf

Parent document: Regular Board Meeting-11-12-2024.pdf

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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“BAA”) is entered into by and between Whidbey Island
Public Hospital District No. 1, Island County, Washington d/b/a WhidbeyHealth (“Covered
Entity”), and Oak Harbor High School (“Business Associate”). This Agreement supersedes and
replaces in entirety all existing agreements between Business Associate and Covered Entity
concerning the subject matter of this BAA, but in no way alters or amends any provisions of any
additional agreements between the parties.

RECITALS

A. The parties have entered into, and may in the future enter into, one or more written
agreements that require Business Associate to receive, maintain or transmit Protected Health
Information (“PHI”) on behalf of Covered Entity (“Underlying Agreement(s)”).

B. The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and
Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) and
their implementing regulations codified at 45 C.F.R. Parts 160 and 164, and any other
implementing regulations applicable to privacy and security of PHI (“HIPAA Regulations”),
govern the use and disclosure of PHI.

Cc. Covered Entity and Business Associate desire to ensure compliance with the
HIPAA Regulations and applicable state laws regarding PHI.

D. Business Associate acknowledges that, as a business associate, it is directly
responsible to comply with the HIPAA Regulations.

NOW, THEREFORE, in consideration of the terms, conditions and covenants hereinafter
set forth, the parties agree as follows:

1. DEFINITIONS

1.1. Regulatory Definitions, Unless otherwise defined in this BAA, all capitalized
terms used in this BAA have the meanings ascribed in the HIPAA Regulations; provided, however,
that “PHI” and “ePHI” shall mean PHI and Electronic PHI, respectively, as defined in the HIPAA
Regulations, limited to the information Business Associate received from or created or received
on behalf of Covered Entity as Covered Entity’s Business Associate.

1.2. Administrative Safeguards. “Administrative Safeguards” shall have the same
meaning as the term “administrative safeguards” in the HIPAA Regulations, with the exception
that it shall apply to the management of the conduct of Business Associate’s workforce, not

Covered Entity’s workforce, in relation to the protection of that information.

1.3. Covered Entity. For purposes of this BAA, Covered Entity shall include Covered
Entity and all entities that participate in an Organized Health Care Arrangement with Covered
Entity who may receive services from Business Associate under the Underlying Agreement(s).


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2. OBLIGATIONS OF THE BUSINESS ASSOCIATE WITH RESPECT TO PHI

2.1. Use and Disclosure of PHI. Business Associate shall not Use or Disclose PHI
received from the Covered Entity other than as permitted or required by this BAA or as Required
By Law.

2.2. Safeguards. Business Associate agrees to use appropriate administrative, physical
and technical safeguards, to prevent Use or Disclosure of PHI other than as provided for by this
BAA, including policies and procedures to implement and maintain administrative, technical, and
physical safeguards appropriate to the size and complexity of Business Associate’s operations and
the nature and scope of its activities.

2.3. Notification. Business Associate shall report in writing to Covered Entity any Use
or Disclosure of PHI not provided for by this BAA within ten (10) days of Business Associate
becoming aware of such Use or Disclosure of PHI not provided for this BAA.

2.4. Agents and Subcontractors. Business Associate agrees to ensure in a contract or
other written agreement that any agents and subcontractors to whom a Business Associate provides
PHI, created, maintained, transmitted or recerved by Business Associate on behalf of Covered
Entity, agree to the same restrictions, conditions and requirements that apply to Business Associate
under this BAA. Under no circumstances may Business Associate or its agents or subcontractors
move any PHI outside the United States without the express, advance, written permission of
Covered Entity.

2.5. Access to Information. Within ten (10) days of receiving a written request from
Covered Entity, Business Associate shall make available to the Covered Entity PHI, in electronic
_ form and format requested by the Covered Entity if such format is readily available, necessary for
Covered Entity to respond to Individuals’ requests for access to PHI about them in the event that
the PHI in Business Associate’s possession constitutes a Designated Record Set. In the event any
individual requests access to PHI directly from Business Associate, Business Associate shall
within five (5) business days forward such request to the Covered Entity.

2.6. Availability of PHI for Amendment. Within ten (10) days of receiving a written
request from Covered Entity, Business Associate shall make available to the Covered Entity PHI
for amendment and incorporate any amendments to the PHI in accordance with 45 C.F.R. Part 164
Subpart E (“Privacy Rule”) in the event that the PHI in Business Associate’s possession constitutes
a Designated Record Set.

2.7. iccounting of Disclosures. Within ten (10) days of receiving a written request
from Covered Entity, Business Associate shall make available to the Covered Entity the
information required for the Covered Entity to provide an accounting of disclosures of PHI as
required by the Privacy Rule. Business Associate shall provide the Covered Entity with the
following information: (i) the date of the disclosure, (ii) the name of the entity or person who
received the PHI, and if known, the address of such entity or person, (iii) a brief description of the
PHI disclosed, and (iv) one of the following, as applicable: (a) a brief statement of the purpose of
such disclosure which includes an explanation that reasonably informs the individual of the basis



for such disclosure or in lieu of such statement; (b) a copy of a written request from the Secretary
of Health and Human Services to investigate or determine compliance with HIPAA; or (c) a copy
of the individual’s request for an accounting. In the event the request for an accounting is delivered
directly to Business Associate, Business Associate shall within five (5) business days forward such
request to the Covered Entity.

2.8. Responsibility of Business Associate. To the extent Business Associate is directed
under the Underlying Agreements(s) or this BAA to carry out one or more of Covered Entity’s
obligations under the HIPAA Regulations, Business Associate shall comply with the requirements
of the HIPAA regulations that apply to the Covered Entity in performance of such obligations.

2.9. Availability of Books and Records. Business Associate agrees to make its
policies, procedures, internal practices, books and records relating to its compliance with this BAA
available to the Secretary of Health and Human Services for purposes of determining Covered
Entity’s compliance with the Privacy and Security Rule. Upon request by Covered Entity,
Business Associate shall make its policies, procedures, internal practices, books and records
relating to this BAA available to the Covered Entity.

2.10. Mitigation of Harm. Business Associate agrees to use reasonable commercial
efforts to mitigate any harmful effect that is known to Business Associate of a Use or Disclosure
of PHI by Business Associate in violation of the requirements of this BAA.

2.11. Protection of ePHI, Business Associate agrees to implement Administrative
Safeguards, Physical Safeguards, and Technical Safeguards (“Safeguards”) that reasonably and
appropriately protect the Confidentiality, Integrity, and Availability of ePHI as required by
45 C.F.R. Part 164 Subpart C (“Security Rule”). Accordingly, Business Associate shall:

a. _ ensure the protection under this Section 2.11 extends to District PHI obtained from
District in any databases or collections of data containing District PHI, unless such
PHI is determined to comply with the standards of De-Identified Health Information
at the time it is used to create such databases or collections of data.

b. apply the requirements of this Section 2.11 even if PHI is made anonymous by
removing any identifying information unless such PHI is determined to comply with
the standards for De-Identified Health Information.

c. ensure that all storage and/or transmissions of PHI are authorized and protect
District PHI from improper access.

i. When information must travel across lines of communication where both ends
are not under the control of District, Business Associate agrees to use, at a
_ minimum, strong authentication and encryption to protect the PHI.

ii. When PHI is stored by Business Associate on non-District storage devices,
' computers or other portable devices or systems of any kind or nature, such


~ information shall at all times be encrypted unless District has authorized, in
writing, the use of non-encrypted techniques by Business Associate.

d. ensure that its staff is properly trained in the handling of PHI under State and
Federal law and District policies.

e. not compile aggregate information, claims or loss data, recovery rates, actuarial
data, claims trends or trend analysis, diagnostic or diagnostic group information,
RVU conversion factors, or any other De-Identified Information, from District files,
processes or materials, without the express written consent of District (which
consent is implied to the extent that Business Associate is an insurer or claims
adjuster of District.).

2.12. Notification of Security Incident. Business Associate shall report in writing to
Covered Entity any suspected or known Security Incident; mitigate, to the extent practicable,
harmful effects of Security Incidents that are known to Business Associate; and document Security
Incidents and their outcomes within ten (10) days of Business Associate becoming aware of the
incident; provided, however, that notice is hereby deemed provided, and no further notice will be
provided by Business Associate, for unsuccessful attempts at unauthorized access, use, disclosure,
modification, or destruction, such as pings and other broadcast attacks on a firewall, denial of
service attacks, port cans, unsuccessful login attempts, or interception of encrypted information
where the key is not compromised, or any combination of the above.

2.13. Notification of Breach of Unsecured PHI, Following the discovery of a Breach
of unsecured PHI Business Associate must notify the Covered Entity in writing of such breach
within ten (10) days of becoming aware of the breach. Such notice shall include:

(a) The identification of each type of unsecured PHI and the individual(s)
whose unsecured PHI has been or is reasonably believed by Business Associate to have
been accessed, acquired, or disclosed during such breach.

(b) A brief description of what happened, including the date of the breach and
the date of the discovery of the breach, if known.

(c) A brief description of what the Business Associate is doing to investigate
the breach, to mitigate losses, and to protect against any further breaches.

2.14. Notification to Affected Individuals. District may provide notice or may require
Business Associate to provide notice to any or all individuals affected by a Breach
Incident, In such case, Business Associate shall consult with District regarding
appropriate steps required to notify third parties. Business Associate must obtain District
review and approval prior to any notification to any individual, media outlet, or to the
Secretary regarding a Breach involving District PHI.


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2.15. Notification of Audit. Business Associate shall notify within five (5) business

days District’s Privacy Officer and/or Security Officer if Business Associate becomes the subject
of a Department of Health and Human Services audit pursuant to 42 USC § 17940.

3. PERMITTED USES AND DISCLOSURES OF PHI

3.1. Seope of Permitted Uses. Business Associate shall only Use or Disclose PHI the
amount and content of PHI necessary to meet the requirements of its obligations to Covered Entity.
Business Associate may not Use or Disclose PHI in a manner that would violate the HIPAA
Regulations if done by Covered Entity. Except as otherwise specified in this BAA, Business
Associate may only Use or Disclose PHI as necessary to perform its obligations under the
Underlying Agreement(s) or as Required by law.

3.2. Management and Administration. Business Associate may use and disclose PHI
for the proper management and administration of Business Associate or to carry out the legal
responsibilities of the Business Associate, provided the disclosures are Required By Law, or
Business Associate obtains reasonable assurances from the person to whom the information is
disclosed that the information will remain confidential and used or further disclosed only as
Required By Law or for the purposes for which it was disclosed to the person, and the person
notifies Business Associate of any instances of which it is aware in which the confidentiality of
the information has been breached.

3.3. Data Aggregation. Business Associate may provide data aggregation services
relating to the health care operations of Covered Entity, if such activity is permitted under the
Underlying Agreement(s).

3.4. De-identified PHI. Business Associate may de-~identify PHI it receives from
District pursuant to 45 CFR § 164.514, but Business Associate may not sell or disclose de-
identified information to any third party unless District has first approved such use or disclosure
in writing.

3.5. Specific Authorization. Business Associate may Use and Disclose PHI received
pursuant to an authorization that specifically permits disclosure to Business Associate and that
complies with the HIPAA Regulations.

4. PROBIBITED USES AND DISCLOSURES OF PHI
4.1. Prohibited Uses. Business Associate may not Use or Disclose PHI in a manner
that is not permitted in Section 3. Prohibited Uses and Disclosures include, but are not limited to

the following:

(a) | Business Associate shall not use or disclose PHI for fundraising or
marketing purposes, unless expressly permitted under the Underlying Agreement(s).


(b) — Business Associate shall not disclose PHI to a health plan for payment or
health care operations purposes if the patient has requested this special restriction and has
paid out of pocket in full for the health care item or service to which the PHI solely relates.

(c) | Business Associate shall not directly or indirectly receive remuneration in
exchange for PHI, except with the prior written consent of Covered Entity and as permitted
in the HIPAA Regulations; however, this prohibition shall not affect payment by Covered

Entity to Business Associate for services provided pursuant to the Underlying Agreement.

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(d) Business Associate shall not use PHI for research purposes without Covered
Entity’s|written authorization.

3. TERM AND TERMINATION

5.1. Term. This BAA shall be effective on the earliest effective date for any Underlying
Agreements and shall remain in effect until terminated pursuant to Section 5.2 below, or upon
termination of all of the Underlying Agreements.

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5.2. Termination. Should Covered Entity become aware of a pattern of activity or
practice that constitutes a material breach of a material term of this BAA by Business Associate,
the Covered Entity shall provide Business Associate with written notice of such breach in
sufficient detail to enable Business Associate to understand the specific nature of the breach.
Covered Entity shall be entitled to immediately terminate the Underlying Agreement(s) if Business
Associate breaches a material term of this BAA, or, at Covered Entity’s election, Covered Entity
shall be entitled to immediately terminate the Underlying Agreement(s) if after Covered Entity
provides the notice to Business Associate, Business Associate fails to cure the breach within a
reasonable time period, which shall not be more than thirty (30) days; provided, however, that such
time period specified by Covered Entity shall be based on the nature of the breach involved.

5.3: Effect of Termination. Except as provided in Section 5.4, upon termination or
expiration of this BAA or the Underlying Agreement(s) for any reason, Business Associate shall
return or destroy all PHI received from Covered Entity or created or received by Business
Associate on behalf of Covered Entity. Business Associate shall not retain copies of PHI. This
provision shall apply to PHI in possession of subcontractors or agents of Business Associate.

5.4. Return or Destruction Infeasible. In the event that Business Associate reasonably
determines that returning or destroying the PHI is infeasible, Business Associate shall notify
Covered Entity in writing of the basis for its determination. If Covered Entity agrees that returning
or destroying the PHI is infeasible, Business Associate shall extend the protections of this BAA to
such PHI and limit further Uses and Disclosures of such PHI to those purposes that make the return
or destruction infeasible, for so long as Business Associate maintains such PHI. This provision
shall survive the termination or expiration of this BAA and/or any Underlying Agreement. If
Covered Entity does not agree that returning or destroying the PHI is infeasible, then Business
Associate shall either: (1) return or destroy all PHI in compliance with Section 5.3 of this BAA;
or (2) notify Coy ered Entity that it elects to submit this issue for determination under the dispute
resolution ‘roves identified in Section 6.8.

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6. | MISCELLANEOUS

6.1. Interpretation. The terms of this BAA shall prevail in the case of any conflict
with the terms of any Underlying Agreement to the extent necessary to allow Covered Entity and
Business Associate to comply with the HIPAA Regulations.

6.2. No Third Party Beneficiaries, Nothing in this BAA shall confer upon any person
other than the Parties and their respective successors or assigns, any rights, remedies, obligations,
or liabilities whatsoever.

6.3. Amendment. To the extent that any relevant provision of the HIPAA Regulations
is materially amended in a manner that changes the obligations of Business Associates or Covered
Entities, the Parties agree to negotiate in good faith appropriate amendments to this BAA to give

effect to these revised obligations.

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6.4. Survival. The respective rights and obligations of Business Associate and Covered
Entity under the provisions of Sections 5.3, 5:4, 6.1, 6.4, 6.9, 6.10, 6.11; and Sections 2, 3, and 4
solely with respect to PHI the Business Associate retains in accordance with Section 5.4 because
it is not feasible to return or destroy such PHI, shall survive termination of this BAA indefinitely.

6.5. isclatmer. DISTRICT MAKES NO WARRANTY OR REPRESENTATION
THAT COMPLIANCE BY BUSINESS ASSOCIATE WITH THIS AGREEMENT OR THE
HIPAA OR HITECH REGULATIONS WILL BE ADEQUATE OR SATISFACTORY FOR
BUSINESS ASSOCIATE’S OWN PURPOSES OR THAT ANY INFORMATION IN THE
POSSESSION OF BUSINESS ASSOCIATE OR SUBJECT TO ITS CONTROL, OR
TRANSMITTED OR RECEIVED BY THE BUSINESS ASSOCIATE, IS OR WILL BE
SECURE FROM UNAUTHORIZED USE OR DISCLOSURE. BUSINESS ASSOCIATE IS
SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BY BUSINESS ASSOCIATE
REGARDING THE SAFEGUARDING OF PHI OR ELECTRONIC PHI.

6.6. Notices. Any notices to be given hereunder to a party shall be made via U.S. Mail
or express courier to rier to such party’s address given below, and/or (other than for the delivery of fees)
via facsimile to the facsimile telephone numbers listed below.

If to Covered Entity: WhidbeyHealth
101 N Main St
Coupeville WA 98239
Attention: June Meehan
Email Address: meehaj@whidbeyhealth.org

If to Business Associate: Oak Harbor High School
1 Wildcat Way
Oak Harbor WA 98277
Attention: Roy Cone
Email Address: rcone@ohsd.net


Each party named above may change its address for notice by the giving of notice
thereof in the manner hereinabove provided.

6.7. Counterparts; Facsimiles. This BAA may be executed in any number of
counterparts, each of which shall be deemed an original. Facsimile copies hereof shall be deemed
to be originals.

6.8. Severability. If any provision of this BAA, or any other agreement document, or
writing pursuant to or in connection with this BAA, is found to be wholly or partially invalid or
unenforceable, the remainder of the agreement is unaffected.

6.9. Disputes. If any controversy, dispute or claim arises between the parties with
respect to this BAA, the parties shall make good faith efforts to resolve such matters informally
and in accordance with any dispute resolution process specified in the Underlying Agrecments.

6.10. Regulatory References. A reference in this BAA to a section in the HIPAA
Regulations means the section as in effect or as amended.

6.11. Indemnity. Each Party (the “Indemnifying Party”) will indemnify and hold
harmless the other Party (the “Indemnified Party”) and its affiliates, officers, directors, employees
or agents from and against any claim, cause of action, liability, damage, cost or expense, including
reasonable attorneys’ fees and court or proceeding costs, arising out of or in connection with any
non-permitted or prohibited Use or Disclosure of PHI or other breach of this Agreement by the
Indemnifying Party or any Subcontractor, agent, person or entity under the Indemnifying Party’s
control.

IN WITNESS WHEREOF, each of the undersigned has caused this BAA to be duly
executed in its name and on its behalf.

COVERED ENTITY BUSINESS ASSOCIATE
Whidbey Island Public Hospital District

DBA WhidbeyHealth

Title: Title:

Date: Date:


UNIFORM CLINICAL EDUCATION
AFFILIATION AGREEMENT

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This AGREEMENT is between Oak Harbor High School, (“School”) and Whidbey Island
Public Hospital District, d/b/a WhidbeyHealth (“WhidbeyHealth”) with respect to an educational
experience as WhidbpyHealts for one or more of the School’s students (“Program”).

WHEREAS, the parties hereto desire to cooperate in establishing a continuing educational
relationship to assist in the education of students by the School; and

WHEREAS, ? idbeyHealth operates a facility with the capacity to provide a site for teaching
and practical education for students enrolled in School; and

WHEREAS, the School desires to obtain for its students through WhidbeyHealth the benefit of
education and experience needed by its students to prepare them for careers in health care; and

WHEREAS, neither party intends for this AGREEMENT to alter in any way its respective
legal rights or its legal obligations to any third party;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:

A. Responsibilities of the School

1. The School will use its best efforts to prepare students selected for participation in the
Program for effective participation in the training phase of their overall education. All students who
participate in the Program shall, at a minimum, receive training prior to commencement of the
Program in the following areas:

a. Blood Bore Pathogens;

23 The School will retain ultimate responsibility for the education of its students.

3. Unless otherwise agreed to in writing by WhidbeyHealth, School shall provide
WhidbeyHealth with the names of all students that will be participating in the Program, as well as any
preferred placement locations for individual students, no later than thirty (30) days in advance of the
start of the Program. WhidbeyHealth does not guarantee that students will be placed in their preferred
department/location. Placement decisions for individual students will vary according to department
need and/or availabifity.

4, The School will advise all students participating in the Program regarding the
confidentiality of patient/client records and patient/client information imparted during the training
experience. The School will also advise all students that the confidentiality requirements survive the
termination or expiration of this AGREEMENT.


5. (a) . School will require all participating students to have documented
appropriate immunizations on file with the School, ; immunization or titer for Measles, Mumps &
Rubella, Chicken Pox (Varicella) and a Tdap Vaccination (Tetnus, Diptheria and Pertussis). Upon
request by WhidbeyHealth, the School shall provide satisfactory evidence that this requirement has
been met.

6. The School will advise students that they are required to comply with WhidbeyHealth
tules, regulations, and procedures, and that each student will be required to sign a confidentiality
agreement (students under 18 must also obtain a signature from a parent or guardian).

7. If requested by WhidbeyHealth, the School wiil provide instruction to WhidbeyHealth
staff with respect to the evaluation/performance of all the School's students at WhidbeyHealth.

8. The School will maintain adequate insurance coverage for all students who participate
in the program described by the AGREEMENT. By virtue of this contract, the School warrants and
represents to WhidbeyHealth that its students are insured.

9, The School shall indemnify and hold harmless WhidbeyHealth, its representatives,
agents, directors, employees, and all other persons from all claims or actions brought against
WhidbeyHealth that are related to or the result of any of School’s students participation in the
Program.

B. Responsibilities of WhidbeyHealth

1. WhidbeyHealth will require all participating students to pass a criminal background check
prior to commencement of the program. WhidbeyHealth will conduct the background check
per WhidbeyHealth Policy. All students must have satisfactorily completed the background
check prior to their first day on site.

2. WhidbeyHealth has a responsibility to maintain a positive, respectful, and adequately
resourced learning environment so that sound educational experiences can occur. Therefore,
WhidbeyHealth will provide students and faculty with access to appropriate resources for the student’s
education at WhidbeyHealth.

3. WhidbeyHealth will retain full responsibility for care of the patients and will maintain
administrative and professional supervision of students insofar as their presence and program
assignments affect the operation of WhidbeyHealth and its care, direct and indirect, of patients.

4, WhidbeyHealth staff will, upon request, assist the School in the evaluation of the
learning and performance of participating students by completing evaluation forms provided by and
returned to the School in a timely fashion.

5. WhidbeyHealth will provide for the orientation of School’s participating students as to
WhidbeyHealth’s rules, regulations, procedures, and policies of WhidbeyHealth.

6. In the event a student is exposed to an infectious or environmental hazard or other
occupational injury; (i.e. needle stick) while at WhidbeyHealth, WhidbeyHealth will provide such
emergency care as is provided its employees, including, where applicable: examination and evaluation
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by WhidbeyHealth’s ethergency department or other appropriate facility as soon as possible after the
injury; emergency medical care immediately following the injury as necessary; initiation of the HBV,
Hepatitis C (HCV), and HIV protocol as necessary; and HIV counseling and appropriate testing as
necessary. In the event: that WhidbeyHealth does not have the resources to provide such emergency
care, WhidbeyHealth will refer such student to the nearest emergency facility. The student will be
responsible for any charges thus generated.

7. Whidb WvHealth, its employees, agents and representatives shall maintain in confidence
student files and personal information and limit access to only those employees or agents with a need
to know and agrees tojcomply with the Family Educational Rights and Privacy Act, to the same extent
as such laws and regul ations apply to the School. For the purposes of this AGREEMENT, pursuant to
FERPA, School hereby designates WhidbeyHealth as a School official with a legitimate educational
interest in the educational records of the student(s) who participate in the Program to the extent that
access to the records is required by WhidbeyHealth to carry out the Program.

8. Upon request, WhidbeyHealth will provide proof that it maintains liability insurance in
an amount that is ronment reasonable.

9. WhidbeyHealth will provide written notification to the School promptly if a claim
arises involving a student.

10. | WhidbeyHealth will resolve any situation in favor of its patients’ welfare and may
remove a student from his or her role until the incident can be resolved by the staff in charge of the
student or the student is removed from the Program. WhidbeyHealth will notify the School’s course
director if such an action is required.

11. | WhidbeyHealth shall identify a site coordinator from among its staff who will
communicate and cooperate with the School’s faculty regarding the training experience.

C. Mutual Responsibilities

1. Representatives for each party will be established on or before the execution of this
AGREEMENT. |
2. The|parties will work together to maintain an environment of high quality patient care.

At the request of either party, a meeting (in person or by phone) will promptly be heid between School
and WhidbeyHealth representatives to resolve any problems or develop any improvements in the
operation of the training program.
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3. The School will provide qualified and competent individuals in adequate number for
the instruction and supervision of students using the School facilities. WhidbeyHealth will provide
qualified and competent faculty members in adequate number for the instruction and supervision of
students using WhidbeyHealth facilities.

4. The School and WhidbeyHealth will not discriminate against any person on the basis of
race, color, religion, national origin, sex, marital status, sexual orientation, gender identity, age,
disability, veteran status, or any other non-merit factor in employment, educational program, or

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activities that it operates.

5. The School, including its faculty, staff, and students, and WhidbeyHealth share
responsibility for creating an appropriate learning environment that includes both formal learning
activities and the attitudes, values, and informal "lessons" conveyed by individuals who interact with
the student.

6. WhidbeyHealth may request the removal of any student whom WhidbeyHealth
determines is not performing in accordance with its applicable administrative and patient care policies,
procedures, rules, and/or regulations. Such request must be in writing, and must include a statement of
the reason or reasons why WhidbeyHealth desires to have the student removed. The student must be
afforded by the School an opportunity to respond in writing to the statements. However,
WhidbeyHealth may: immediately remove from the premises any student who poses an immediate
threat or danger to personnel or to the quality of medical services, or for unprofessional behavior.
WhidbeyHealth will notify the appropriate office of the School if such an action is required. The
School may terminate a student’s participation when, in its sole discretion, further participation by the
student would no longer be appropriate. The School will notify WhidbeyHealth if such action is
required

7. School acknowledges that students will not be placed in a position to provide or assist
in the provision of patient care.

D. Term and Termination

This AGREEMENT will commence as of the date first written above and will continue indefinitely or
until terminated. This AGREEMENT may be terminated at any time and for any reason by either
party upon not less than ninety (90) days prior written notice to the other party. Should notice of
termination be given under this Section, students then scheduled to WhidbeyHealth will be permitted
to complete any previously scheduled educational assignment at WhidbeyHealth.

E. Employment Disclaimer

Except for purposes of determining who is a member of WhidbeyHealth’s s “workforce” under HIPAA,
as defined under 45 CFR 160.103, the students participating in the program will not be considered
employees or agents of WhidbeyHealth or School for any purpose. Students will not be entitled to
receive any compensation from WhidbeyHealth or School or any benefits of employment from
WhidbeyHealth or School, including but not limited to, health care or workers’ compensation benefits,
vacation, sick time, or any other benefit of employment, direct or indirect, WhidbeyHealth will not be
required to purchase any form of insurance for the benefit or protection of any student of the School.

F. No Agency Relationship Between the Parties

Nothing in this AGREEMENT is intended to or shall be construed to constitute or establish an agency,
employer/employee, partnership, franchise, or fiduciary relationship between the parties; and neither
party shall have the right or authority or shall hold itself out to have the right or authority to bind the
other party, nor shall either party be responsible for the acts or omissions of the other except as
provided specifically to the contrary herein.

G. Assignment


This AGREEMENT will not be assigned by either party without the prior written consent of the other.
H. Notices

All notices or other communications provided by either party to the other will be in writing, and will
be deemed to have been duly given when delivered personally or when deposited in the United States

mail, First Class, postage prepaid, at the respective addresses identified below:

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TO School: Oak Harbor High School
1 Wildcat Way
Oak Harbor Wa. 98277

TO WhidbeyHealth:

WhidbeyHealth, Attn: Volunteer Coordinator
101 North Main Street

Coupeville, WA 98239
I. Review
This AGREEMENT shall be subject to review by the School and WhidbeyHealth every three (3)

years. Any modification to this AGREEMENT proposed during said review must be consented to in
writing by both School and WhidbeyHealth.

J. Indemnification
Each party to this AGREEMENT shall be responsible for damage to persons or property resulting
from the negligence on the part of itself, its employees, agents or its officers. Neither party assumes

any responsibility to the other party for the consequences of any act or omission of any person, firm or
corporation not a party to this AGREEMENT.

K. No Payments

No payments shall be made between the parties or to the students in connection with this
AGREEMENT.

L. Severability

The invalidity of any provision of this AGREEMENT will not affect the validity of any other
provisions. |

M. Headlines

Headlines in this AGREEMENT are for convenience only.
5


N. Entire Agreement

This AGREEMENT contains the entire agreement between the parties hereto and supersedes any and
all prior negotiations, commitments, agreements and understandings between the parties. No
amendment, consent or waiver of terms of this AGREEMENT shall bind either party unless in writing
and signed by both parties. Any such amendment, consent or waiver shall be effective only in the
specific instance and for the specific purpose given. The parties, by the signature below of their
authorized representatives, acknowledge having read and understood the AGREEMENT and agree to
be bound by its terms and conditions.

School:

By: _ Date:
WhidbeyHealth:

By: Date: 09/10/24

Name: Mike Bailey
Title: Volunteer Coordinator